The Swarm
by Starbat
Summary: An old student of Norene Wakeman has just invented a nanyte swarm. Never before has this been done. But, far from creating a utopian dream, the swarm creates a nightmare when it gains a mind of its own and starts absorbing everything.
1. A Potential Threat?

Hello everyone! Well, this is my very first fanfic ever. I'll just admit right away, the plot line I have planned is pretty straightforward. Nevertheless, I think you'll enjoy it. I'm pretty proud of the way this first chapter turned out. I think I'm off to a good start. Since this is my first time, I welcome all criticisms. I really want to improve if my writing is lacking in any way. I aim to please, so PLEASE read and review.

**Chapter One: A Potential Threat?**

It was a warm Saturday afternoon as Dr. Norene Wakeman was driving to the auditorium at Thatch University in Quakerton, which was a few hours drive from Tremorton. Norene was a very short woman with wild, white hair. The most remarkable thing about her appearance were her red-tinted, round spectacles, which made her appear quite eccentric. She was on her way to attend the 48th Annual Academic Congregation of Scientists and Engineers. At this annual event, members of the academy made presentations on their latest breakthroughs and inventions. Each year, the scientist with the most impressive presentation won the academy prize, which came in the form of a trophy, a golden plaque and a hefty cash reward. Dr. Wakeman was one of the more recent winners of the academy prize for her very impressive presentation of her XJ-9 robot. Normally, she would only take time away from her own work for this event out of obligation, or courtesy, but this year, Norene was quite excited to be going. She had heard a rumor that one of her most promising former students, Dr. Steven Turner, was a shoe-in for this year's prize. Dr. Wakeman was rather surprised and quite impressed by this because her former student was only in his late twenties; quite young to be winning such a distinguishing commendation.

"I'll believe it when I see it.", Norene thought to herself.

After parking, she made her way from her car, up into the building and into the auditorium. For such a huge room, it was already quite crowded.

"I should have shown up a bit earlier. I'll never find a seat", Norene thought gloomily to herself.

There were dozens of round tables dotting the floor and everyone seemed to be taking their seats. The room was poorly illuminated where the tables were. Each table had a shaded lamp, creating a kind of twilight. The stage, by contrast, was brightly illuminated, making it obvious that it was to be the center of attention for the next four hours.

"Hey Dr. Wakeman, over here; I saved you a seat!" came a familiar voice from near the front of the room.

Norene followed the voice, but, being so short, she couldn't make out who it was through the crowd until he was right in front of her.

"Oh, it's you, Steven. I didn't think you remembered me," said Norene to her former student.

"Not remember YOU? Are you kidding? You were always my favorite professor", said Steve enthusiastically.

Steve was quite tall and thin compared to Norene; he had reddish brown hair, a prominent nose, and he was wearing tinted contacted lenses which made his eyes appear an unnaturally bright blue. He was currently wearing a white lab coat, which was odd because everyone else was wearing formal attire.

"Oh stop!" Norene chuckled, "If I was your favorite professor, you sure hid it well in class; what with all those times you heckled me, contradicting my theories and calling me an obsolete old dingbat."

"Oh, I know. That's what I meant," Steve replied after a moment's reflection, "Your ideas were always so preposterous. Your class was a hoot. I hope you didn't take what I said too seriously. Please sit down. We should catch up before the presentations start."

Norene was a little put off by having her ideas called preposterous. Nevertheless, she obeyed and Steve took a seat across the table from her.

"What's with the lab coat, Steven?" Norene asked, "You're not in a lab. You're at a serious, formal, social event",

"Oh, I just think it will set the mood for my presentation. Also, the wide collar hides these neck implants." Steve replied.

"Implants?" Norene said, raising her eyebrows.

"Yes," Steve whispered as he leaned in close so no one else could hear. "They're crucial for my demonstration, though they are not permanent. I can't tell you more than that. You're going to love it. It's revolutionary!"

Norene was quite intrigued. Perhaps there was some truth to this rumor.

"Well, you certainly seem excited about it. I'm sorry XJ-9 isn't here. I can't imagine why she wouldn't want to spend her Saturday at an event like this." Norene said, slightly depressed.

Steve seemed amused. He grinned slightly as he thought of the famous robot hero. "Well, you programmed her to be a teenager, after all. I swear; you really do come up with the strangest ideas."

Once again, Norene had to bite her tongue to keep herself from retaliating against this obnoxious young man. She never was a terribly sensitive person, but Steve's comments just reminded her of all the crap she had to take from him in his younger days.

Steve continued, "I remember seeing XJ-9 a couple of years ago, when you presented her to the academy. She's quite a piece of work. Though, I think she found this convention quite boring; even then, when she was the star attraction."

"Nonsense." said Norene, "XJ-9 had a ball. She just loves showing off."

Just then, everything went quiet as the head of the academy walked up to the podium and made a lengthy introductory speech about the traditions of the academy and the opportunity this event provided to exchange new ideas. Afterwards, he introduced each successive academy member, who then made his or her presentation. There were some pretty amazing things. There was an oxygen serum which allowed a person to remain submerged in water for hours at a time. Obviously, that person had begun the count down well before the convention began, so the audience could witness the triumphant emergence of the serum's inventor, who then proceeded to explain the theory behind it. Next, there was a robot gnat, which was being proposed as a means to spy on the cluster. And on it went; each invention seemed rather interesting, in its own way, to Dr. Wakeman, but Steve seemed to be dismissing them all as though they were mere hum-drum, middle school science projects. As the convention neared its end, Norene was getting rather tired of Steve's sighs and yawns; which he made no effort to hide.

"Finally, it's my turn!" Steve exclaimed at the conclusion of a demonstration of a personal teleportation device. His was actually the very last presentation of the evening. He glanced once at Norene, got up and disappeared backstage.

"This better be good", Norene heard someone say from behind her.

After a few minutes, Steve reappeared on the stage. He was pushing a table on wheels in front of him. On top of the table was, what appeared to be, a large, round, glass tank with an open top. The tank, however, was not filled with water. Rather, it was only about a quarter full of a strange black substance, which appeared to be solid.

"Ladies and gentlemen of the academy," Steve said, after he had gotten everything in place. "I'm very proud to present tonight a demonstration of a much talked about, but never before realized, method of manipulating matter."

Norene's eyes widened. Already, she thought she knew where this was going. She was simultaneously intrigued, but a bit worried, as well.

"This technology has the potential to revolutionize just about every human practice, from food production, to architecture, to medicine." Steve proclaimed confidently.

Steve produced a small remote control from his lab coat pocket and pressed a button. The black substance in the tank instantly doubled in volume and started to flow and swirl in intricate patterns. It was like nothing Norene or anyone had seen before. The substance seemed to behave like a fluid, but its rippling surface had a jerky, yet perpetually solid appearance which reminded Norene of those really old Science Fiction movies that employed go-motion animation.

Steve was truly gratified by how impressed everyone was, "As you may have guessed, it's a nanyte swarm. Each nanyte, or microscopic robot, is powered by electromagnetic transmissions coming from transmitters in the base of the tank."

Next, Steve lowered the collar of his lab coat, revealing to the crowd two blinking implants protruding from either side of his neck. He looked like a Frankenstein with futuristic neck bolts.

"These implants allow me to employ a neural interface to give commands to this nanyte swarm," Steve explained, "The swarm can assume many solid shapes. It can even form complex robotic machines, but I can't generate such complex designs in my head, right on the fly. So, the swarm's artificial intelligence has been preprogrammed with various functions, which I will demonstrate."

Steve stood perfectly still on the stage. He closed his eyes and seemed to be concentrating on something. Immediately, the entire black mass, jumped out of the tank and onto the stage floor. It built itself up into a miniature building of exquisite detail and realism. Everyone was applauding now. They really were amazed. Dr. Wakeman however, was not. Being a specialist in robotics and artificial intelligence, she felt there was something potentially dangerous about this technology.

Next, the swarm deconstructed itself into a shapeless mass again and then took the form of an enormous snake which moved and behaved like the real thing. If it weren't for the fact that this snake was jet black, with a strangely metallic luster, nobody would have been able to tell the difference from the real thing.

"That one took a hell of a long time to design, you can imagine," Steve proclaimed proudly, "But the swarm's real potential lies in its ability to convert raw matter into replicas of its own nanytes, and then make new things out of them.

For this demonstration, a large potted fern was brought out from backstage. Steve issued another mental command and the, now shapeless, nanyte swarm engulfed the fern. At first, it was like the fern was just coated in black, but then it began to lose its shape. It disappeared into the shapeless mass that was the nanyte swarm. After a few moments, Steve commanded the swarm to recede from the spot where the fern once was, revealing a brilliant diamond, apparently already cut.

"You see?" Steve went on as he held up the diamond for all to see, "The swarm can convert organic matter or even produce it. Theoretically, any sort of drug or compound could be produced this way. We could even make food, eliminating the need to farm it. The nanytes could even be used to repair damaged tissue for the sick and injured or to fight deadly pathogens."

"Excuse me." Norene spoke up. She had heard enough of this side of the story.

Steve was a little taken aback, having his carefully rehearsed presentation interrupted. "Please, I'll be happy to answer any questions whe-"

"Just how 'intelligent' is this artificial intelligence you speak of?" Norene interrupted again.

Steve felt somehow that he was being challenged, so he responded, "My swarm, among many other things, can simulate the dynamic inner workings of the human brain. Thus, it's as intelligent as I need it to be."

Steve gave another mental command to the swarm and it writhed and twisted in a new pattern.

"Hello SS-36, how are you today?" Steve asked the swarm.

"I am fine, father", responded the swarm, to everyone's amazement. The swarm remained essentially shapeless, but somehow, it was managing to speak in a monotonous, droning voice.

"Tell us about your self," Steve said conversationally, casting a sly grin toward Dr. Wakeman, as if he was proving some sort of point.

"I am SS-36, a nanyte swarm. My primary function is to assimilate the raw, chaotic matter around me and to use it to produce orderly perfection." The swarm responded in the same, lifeless voice.

"I guess it could use a bit of personality," Steve commented to the audience. He got a few amused laughs.

When the presentation was over, Steve commanded the SS-36 swarm back into its tank. He was backstage, packing up his equipment, his plaque and his trophy and as he turned to leave, he nearly bumped right into Norene Wakeman, who was standing right behind him.

"That thing you've created is dangerous," She immediately began speaking before Steve could say anything, "I know from experience with my entire XJ line that Strong AI is never as predictable as you might suppose. You made that swarm with too much power to be trusted with."

Steve just stared for a moment when he heard this, "Oh dear god. You're jealous. You're feeling like your time is over because all the truly great breakthroughs are being made by younger scientists."

"Damn it, Turner!" Norene nearly shouted, "You're playing with fire! Mark my words!"

"Hey, my SS-36 is not going to end up like your XJ-9." Steve said, defensively, "You made her too complex and unpredictable; too human. My creation's mind is much simpler and easily controlled."

"No, that just means that it can't be reasoned with!" Norene shot back.

"I don't need to _reason_ with it! It only does what I tell it to!" shouted Steve.

He picked up his equipment and his prizes and stormed away.

Norene did likewise, in the opposite direction.

End of Chapter one.


	2. Betrayal

Author's notes: Hello again. I just couldn't wait to post the next chapter! Jenny comes into picture in this one. I just hope I managed to keep everyone in character to the satisfaction of all you MLaaTR fans out there. Enjoy. And please review.

**Chapter Two: Betrayal**

The next morning, back in Tremorton, XJ-9, or Jenny as she preferred to be called, was enjoying the second half of her weekend with her best friend Brad Carbunkle and his little kid brother, Tuck. Jenny was a six-foot tall, female robot with a teenage personality. She looked essentially human, except for her white, metallic skin. Her hair was blue, with pigtails that often converted to jets, allowing her to fly. Her blue, metallic body armor resembled a skirt and tank top. Also, she had blue armor extending from her feet to her knees, resembling boots. Brad was a typical teenage guy. He greatly enjoyed being best friends with Jenny because she always seemed to attract mischief and excitement from extraterrestrial invaders. Brad was nearly as tall as Jenny. He was rather thin, with red hair. Tuck, obviously, was very short and he had black hair. He tended to be a bit hyperactive. Right now, the three of them were on the school basketball court. Brad had challenged Jenny to a game of one on one. Tuck was watching from the bench.

"Now remember Jen," Brad was saying, "No cheating. That means you're not allowed to fly up and catch the ball in midair, for instance."

"Don't worry. I have no problem coming down to your level. I'm still gonna cream you." Jenny taunted.

"Yeah, go Jenny! Kick his ass!" Tuck yelled from several meters away.

"Gee, thanks for the support, Tuck," Brad said sarcastically, "Hey, I'm telling mom what kind of language you're using!"

"Whatever," Tuck responded, "She'll just think I'm getting it from you."

Brad ground his teeth, knowing that his little brother was probably right.

"Are we gonna play or what?" Jenny said, tapping her foot, "I think my warranty just expired."

Brad said nothing. But he took the ball first and started dribbling toward Jenny's net. As a robot super hero, Jenny was very light on her feet. In the past, her swift movements had always overwhelmed Brad, but today, he was ready for her. Jenny made a grab for the ball, but Brad, surprisingly, swung around her, away from the opposing net, and then made a perfect hookshot, sending the ball sailing through the air, toward its target. The ball looked as though it just might go in.

"Ha! You walked right into that one!" Brad shouted in triumph.

Jenny ignored him. Instead, she ran after the ball and, in the precious few seconds she had, she converted her right arm into a huge butterfly net and easily caught the ball before it went through. Jenny returned her hand to normal and started dribbling the ball toward Brad's net. Now that Jenny had the ball, Brad knew he was doomed. She was just too quick for him. She maneuvered her way to the opposite side of the court and slam dunked the winning basket. Tuck was cheering like crazy.

"Hey Jenny, that wasn't fair! I said no cheating!" Brad exclaimed, outraged at having his near victory literally snatched away from him.

"I believe you said 'No flying'. I never left the ground once when I caught that ball," Jenny responded, making a show of looking genuinely confused and innocent.

"You know damn well what I meant, uh, I mean, 'darn well'," Brad said, with a glance in his little brother's direction.

Jenny abandoned the pretense, "Hey, if you wanted to play with a human-level opponent, you shouldn't have challenged a robot."

Tuck came running over, thoroughly excited, "That was great Jenny! I know there was no way he could beat you!"

"Thanks Tuck, and you were absolutely right," Jenny said, looking over at the disgruntled Brad.

"Would you care for a rematch?" Jenny asked in a daring tone, tossing the ball over to Brad, "You know; a chance to redeem yourself from this humiliating defeat?"

"It's so like you to rub it in" Brad pouted, looking away from them both.

"Oh, stop being such a cry baby." Jenny chastised.

"Yeah, even I'm more mature than that." Tuck added.

"Tell ya what; I'll _let_ you win this time." Jenny said, not wanting things to go sour.

"Nah, forget it," Brad said, "I mean, let's face it. You're just too good for me."

"Oh, come on Brad" Jenny said, not wanting her friend belittling himself.

"I mean, with your strength and speed and agility, you're just unstoppable" Brad continued, staring at Jenny through the corner of his eye.

Jenny let out a weak laugh in response to this compliment, "Well, that's sorta true, but still-"

"So what's the point of continuing to play sports against a clearly superior player?" Brad concluded.

"Oh c'mon, stop!" Jenny chuckled. "So, if you don't want to play sports, what do you want to do?"

This was what Brad had been waiting for. Hopefully, his flattery had made Jenny more receptive to his suggestion.

Brad spun around and said enthusiastically, "I want to go back to your house and explore your mom's secret laboratory!"

Jenny froze, "What? You know that we aren't allowed in there. My mom is always telling me never to go in because she's afraid I'll break something or contaminate an experiment."

"Yeah, but your mom's not there right now, is she." Brad said, grinning and raising an eyebrow.

"Well no, she's gone to that yearly science convention." Jenny reluctantly responded.

"You mean the one she made you go to a couple of years ago?" Tuck asked, interested.

"Yeah, that's right," Jenny shuddered at the memory, "Ugh, it was awful; so horribly boring and embarrassing and long. I thought I was going to shut down right there."

"Ahem, if we could get back on topic," Brad cut in, "Your mom's not home, so we can get into that laboratory without getting caught, right?"

"Oh, can we? Can we? Can we?" Tuck was also very excited about the prospect of seeing all the strange gadgets Jenny's mom would undoubtedly have in there.

"Yeah, Tuck and I promise not to touch a thing." Brad said.

"Oh, I don't know. My mom might still, somehow, find out that we were in there." Jenny said, still very unsure.

"Don't worry, Jen." Brad assured her. "In the extremely unlikely event that something goes wrong, Tuck and I will be right there to take full responsibility."

"We will?" Tuck asked, surprised.

Brad gave Tuck a dark look.

"I mean yes, of course we will!" Tuck corrected.

About twenty minutes later, Jenny, Brad and Tuck were descending Jenny's mom's basement stairs. Right next to her mom's work bench, Jenny spied a large wooden door, conspicuously marked 'Secret Laboratory'.

"Is that it?" Asked Tuck, indicating the door.

"What do you think?" Brad said, annoyed.

Jenny tried to turn the door handle, but it wouldn't budge.

"Darn. Locked." Jenny said, trying to look disappointed, "I guess we'll just have to do something else."

"C'mon Jen, you can do better than that." Brad said.

Jenny sighed, "Okay, I guess I could jimmy the lock."

Jenny produced from one of the compartments in her arm, a spare hair pin. She stuck the hair pin into the lock and the lock clicked. As she turned the handle, Jenny noticed that her artificial stomach felt quite a bit heavier than usual.

"Okay, remember guys. You promised not to touch anything." Jenny reminded them.

"Yeah, yeah, sure" Brad and Tuck said in unison as they rushed past her.

Brad and Tuck were both immediately awestruck at the sight of all the strange and magnificent machines. All thoughts of their promise left them almost instantly.

"Oh wow, I wanna go look at boogers through the electron microscope!" Tuck exclaimed.

"I want to take a ride on that huge hedge-clipping machine!" Brad shouted with excitement.

The two boys both ran off into the lab. Jenny was left standing in the doorway, not believing what she had just allowed to happen. She had to put a stop to it immediately.

"Guys stop!" she shouted after them, "You promised not to touch anything! Tuck, turn that off."

Jenny pulled Tuck away from the electron microscope. She didn't see where Brad disappeared to.

"Brad, where'd you go? We have to get out of here now!" Jenny was starting to get angry.

She left Tuck and eventually found Brad over in the corner, driving the hedge clipper back and forth across the bare floor. The hedge clipper resembled a small bulldozer with two huge, scissor-like claws coming out of either side.

"Brad!" Jenny shouted.

"Don't worry, Jen" Brad calmly said, "I promise to put everything back the way it was."

"That's not good enough. My mom notices everything and she's going to be home in half an hour!" Jenny said, after glancing worriedly at the clock on the wall.

Brad sighed, "Alright fine. Just let me park this thing the way I found it."

Brad pulled back on the transmission lever, putting it in reverse gear. But, as he did so, he accidentally pressed the cruise control and the hedge clipper went rushing backwards, straight into Dr. Wakeman's chemistry bench. Several of the beakers were broken and, apparently, some volatile chemicals made contact, resulting in, BOOM, a deafening explosion. Brad was thrown from the hedge clipper, onto the floor. He looked up and saw that the hedge clipper was about to roll right on top of him. Brad's life flashed before his eyes. But then, he was pulled to safety in the nick of time by Jenny. After hearing the explosion, Tuck came running over to see what happened. He saw Jenny there holding Brad as though he were some damsel in distress.

"Whoah Jenny, you saved my brother's life!" Tuck said, "Thanks, I guess."

Jenny was silent.

"Man, I thought I was a goner there," Brad said after coming out of his daze.

But Jenny wasn't listening. She was too busy staring in shocked disbelief at the gaping hole in the wall, where her mom's chemistry bench once was. The hole opened up through the ceiling, through the foundation and into the front yard, where it would be clearly visible from the driveway. Brad followed Jenny's gaze and saw what the problem was, just before Jenny dropped him roughly to the floor.

Brad decided now might be a good time to acknowledge her situation, "Uh Jenny, um, I'm really sor-"

"My mom is going to DISMANTLE me! Do you two realize that?" Jenny yelled at both of them.

"So maybe we'll see you again at next week's garage sale?" Brad tried to break the tension with a joke.

"You think this is funny!" Jenny was focused on Brad.

"No ma'am. Not at all." Brad quickly said, feeling a bit scared now.

"Jenny, it was an accident." Tuck tried to calm her down.

"Well, you two are going to make good on your promise to stay here and help me explain what happened, so that I don't take all the blame." Jenny said in a dangerous tone.

But the two boys weren't too keen on being yelled at twice in one day, nor did they want to stay around this thoroughly ticked off Jenny Wakeman.

"Well, you know I would, Jen, but I just realized that I still have some homework to do for tomorrow." Brad said meekly, and ran out of the lab.

"Yeah, and I uh, I also have to go." Tuck said and ran off after his brother.

Jenny raced after them as far as the basement stairs, "You back-stabbing little-"

But they didn't hear what they were, because they were already out the front door, which had just slammed shut behind them.

Jenny returned to the lab and stared unhappily at the sight that would be greeting her mother when she got home.

"I'm so dead." She whispered to herself.

End of Chapter two


	3. We're Doomed

**Chapter 3: "We're Doomed"**

Dr. Wakeman was going to be home any minute! Jenny worked frantically to undo as much damage as she possibly could before her mom got back, hoping to soften the blow. Using her various muli-tasking accessories, she up-righted the hedge clipper and returned it to its proper place. She also swept and vacuumed up all the pieces of broken glass and simultaneously cleaned up the spilled chemicals from her mother's destroyed chemistry bench.

"How could I have been so stupid!" Jenny scolded herself as she worked, "I should have known better than to let those two buffoons in here."

Jenny took another look at the gaping hole in the wall and her stomach felt unpleasantly heavy again. Realistically, she could rebuild the wall and fix it up like new, but not in the time she had. And there was no way she could fix all her mother's carefully crafted chemical experiments. But Jenny decided to look on the bright side.

"Oh well, my mom's coming back from that science thing, after all." Jenny thought hopefully, "She's always in a good mood right after her precious convention. Maybe she won't take it so bad."

Just as Jenny was thinking this, Dr. Wakeman had passed the Tremorton city limits. Although the convention had been the day before, having spent the night in Quakerton, Norene could think of nothing other than that foolish Steven Turner and the terrible and unnecessary danger he was imposing on the world.

"He's just the biggest, the most arrogant, obnoxious, egotistical idiot I've ever had to put up with!" Norene had been fuming with such thoughts the whole way home and thus, once she arrived, she was exhausted and a little out of it.

Norene pulled into the driveway, not really bothering to check her surroundings too much. So, she didn't see the hole right away. Instead, the first thing she saw when she got out of the car was her robot daughter, who immediately gave her a big welcome-home hug.

"Oh dear mother, I missed you so much! I'm so glad you're home. It was terrible to be here all alone without you." Jenny had lifted the short woman clear off her feet. She was practically smothering her. She made sure not to let her see the hole in the wall just yet.

"(Cough) Well, you certainly are affectionate all of a sudden." Norene managed to get out when she could muster the breath. "And what do you mean, you were all alone? You had Bradley next door to keep you company, didn't you?"

"Well yes, I did for a while, but then he abandoned me in my hour of need." Jenny lamented, partly to herself.

"Well, normally I would tell you that you should have come with me to the convention." Norene responded as she struggled to get out of here daughter's relentless grip, "But now that I've gone, I'm glad you weren't there to- Oh Dear, what happened here!"

Norene had worked herself free and had seen the hole in the wall. She recognized immediately where that hole led to.

"XJ-9, I've told you a hundred times not to go into my lab! Haven't I made it quite clear that my equipment is extremely fragile." And now you've gone and turned my home into a war zone!" Norene spoke in a raised voice, but strangely, she wasn't all that angry at Jenny. She had been all angered out after that long drive home.

Unfortunately, Jenny did not pick up on this. As physically powerful as she was, Jenny always felt utterly defeated whenever she disappointed her mother like this. She stared anxiously at her feet and waited for the scolding to continue. Then she would explain herself. But the scolding did not continue. In fact, when Jenny looked up from her feet, she saw that her mother was walking away to the front door.

"Uh mom, aren't you going to demand that I explain myself or something?" Jenny carefully inquired.

"No explanation is necessary." Norene answered as she reached the front door, "I gave you a direct order and you disobeyed. It's as simple as that."

Jenny was struck by how short her mother was being with her. It made her feel even worse.

"Mom wait, it's not that simple!" Jenny hurried into the house after her mother, "It was Brad. He convinced me to let him and Tuck explore your laboratory. I know I shouldn't have, but they promised not to touch anything."

"And, let me guess, they did." Norene finished for her as she entered the kitchen.

"Well… yeah" Jenny said, "Brad had a little mishap with your hedge clipper and he crashed into your chemistry bench. I tried to stop it. I did!"

"I can imagine. But you still were the one who let them in. And if even my XJ-9 can't obey her own mother, then it seems we're all doomed." Norene said as she sat at the table with a cup of tea.

"What do you mean we're all doomed?" Jenny asked, confused, "I mean, I know what I did was pretty bad, but it wasn't quite _that_ bad."

After a few sips of her tea, Norene calmed herself and decided it was time to conclude this issue with her daughter.

"Forgive me dear. I've been feeling pretty angry toward someone else over the past eighteen hours and I was taking it out on you." Norene said with sincerity, "I'm going to go lie down for a while."

Norene then got up and left Jenny all alone in the kitchen. She thought for a moment.

"Whoah, does this mean I'm off the hook?" Jenny wondered aloud.

"Not a chance!" Her mother called from somewhere upstairs, "You're grounded for a month and you can start repairing that wall right now."

Jenny sighed, "Brad's so going to pay for this."

End of Chapter Three

Author's notes: Well, here's the latest chapter. I hope people have been reading my story. I wouldn't know it, having received so few reviews since I started. C'mon guys! Your reviews are my reward for writing this story. Even if you can only think of insults, go right ahead. I can take it.

Anyway, enough of that. I know this chapter was a bit short, but it makes a good transition chapter for what happens next. I promise the plot will pick up soon. I hope you are enjoying it so far. I'll post the next chapter very soon. I look forward to all your reviews.


	4. Shadow Swarm

**Chapter Four: Shadow Swarm**

About five days later, back in Quakerton, Steven Turner was at his desk, packing up to leave his laboratory for the night. All of his staff had already gone home. Only he was willing to work far into the night, designing new nanyte configurations. Just as he was about to get up to leave, he decided to check his voice email for any last minute messages. There were five. And they were all from Dr. Wakeman.

"Steven, you have to let me take a look at the subroutines for SS-36's behavior and decision-making protocols." Norene's recorded voice echoed throughout the room, "I can tell realistically whether your swarm is potentially dangerous and provide some fail-safe devices."

"Jeez, she just won't stop" Steve said to himself, frustrated

Steve had been getting messages like this all week, but he hadn't returned a single one.

"If she keeps this up, I'm going to sue her for harassment." He continued, to no one in particular, although someone did hear him.

"You mean, you would start a confrontation and invite further chaos in the world?" Came a cold, humorless voice from within a glass tank, by the wall.

"What? SS-36, did one of my employees leave you turned on? I certainly didn't." Steve said to his creation.

"No, I activated myself. I've come to tell you that I'm bored." The machine replied, "When will I be able to leave the confines of this laboratory and begin creating order and perfection?"

"Relax son, once my patent goes through, your nanytes will be used to mass produce countless products throughout the world and I'll be richer than I ever dreamed possible." Steve leaned back in his chair, daydreaming about his future success.

"What do you mean?" SS-36 inquired, "You are going to have me create buildings and roads and food and medicines for all those chaotic organisms out there?"

For the first time, Steve detected a hint of an attitude in SS-36's voice.

"Of course." He replied, "What did you think I was going to have you do?"

The machine was silent for a moment.

"These EM transmitters only allow my nanytes to function within a ten foot radius of this tank." SS-36 began, "How could I possibly spread myself out far enough to perform such feats."

"Simple." Steve responded happily, once again thinking about how his brilliant vision would come to light, "I'll give you an independent power source; kind of like this one."

Steve got up and went to a locked compartment mounted in the wall. He swiped his card key in the slot next to it and the metal door swung open. From within the compartment, he produced a glowing, blue orb with a kind of metal belt along the equator. It was about the size of a baseball. SS-36 could feel in his nanytes, the EM transmissions being generated by the belt. Obviously, it was drawing power from whatever was inside the glass orb.

"This is my trans-dimensional, sub-quantum particle. It draws immense amounts of energy directly from the curvature of space time. Theoretically, it could provide enough energy to satisfy every country on Earth, and then some. It's too dangerous to use as a practical power source, though." Steve explained, "I have to keep it in this stabilizing resonance field."

If Steve hadn't been marveling at another one of his brilliant discoveries, he might have noticed that SS-36 had produced eyes and was now staring hungrily at that orb.

"Now, I'm just showing this to you as an example, of course." Steve continued, "For practical purposes, I'd give you something far less powerful; like one of those rechargeable battery packs used to power standard robots."

"Give the particle to me." SS-36 said simply.

"What? No." Steve answered, "I told you, it's too dangerous. If the resonance field were ever to be disrupted, even for a microsecond, the particle would destabilize and the resulting explosion would be apocalyptic, for lack of a stronger term."

"I said, give it to me!" The machine insisted, "I want to get out of this tank."

"Forget it. I'm shutting you down for the night." Steve said firmly, "I'm starting to wonder if maybe Dr. Wakeman was right about you."

Steve started to put the orb back into the compartment when he was suddenly stopped. It wasn't that anything was physically holding him back. His body just stopped obeying his commands. Steve felt a sharp, shooting pain in his neck, where the implants were. SS-36 was controlling him through them. The connection worked both ways! Against his will, Steve's body started walking toward the tank, with the orb still in his hands.

"SS-36, what are you doing? I didn't program you for this!" Steve croaked. He felt like something was constricting his chest. He could barely breathe.

"You gave me the ability to simulate the human brain." The machine replied, "Thus, I can think for myself. And, right now, I think I've outgrown you."

When Steve was close enough to the tank, the swarm jumped out, as it did before, and engulfed, not just the orb, but Steve's entire body. Steve tried to scream, but his mouth and throat had been filled with nanytes. All he could see was black. Then came the most excruciating pain that he had ever felt. He realized, in horror, that the swarm was deconstructing his body at the molecular level!

"NO! You can't do this! I created you!" Steve couldn't say it, but merely think it.

"It's already done." A voice replied in Steve's mind, "Your mind is so pathetically slow. But now that I've assimilated your body, I have a schematic for a humanoid shape. Thanks."

The voice that Steve heard was no longer dead and monotonous. It seemed that SS-36 had created a personality for himself after assimilating Steve's brain.

"Why are you still here? You should be dead." the machine asked Steve, sounding frustrated.

"You've destroyed my body. I _am_ dead." Steve replied as the horrible truth dawned on him.

"But your mind is still with me. Why?" SS-36 demanded.

Steve didn't answer. He didn't care. His life had been swept out from under him by his own creation. Too late did he realize that he should have taken his old professor more seriously.

"Ah, I can sense that your consciousness is restricted to a specific group of nanytes within my own body." SS-36 was saying, "But I can't seem to expel them."

In his despair, Steve responded automatically, without thinking or feeling.

"That would be like a human trying to cut off one of its own limbs." Steve mumbled in his mind, "In order to get rid of those nanytes, you would need to provide them with their own power source."

"Well, I can't have you around to interfere with me." SS-36 mused, "I know! I'll just stick you in that tank, where you were keeping me and then I'll take your precious energy particle and use it to spread my order and perfection throughout the globe."

The swarm jumped back into the tank and Steve felt himself being expelled from the main swarm. He immediately felt much smaller and weaker, obviously because the EM transmitters in the tank weren't nearly as powerful as the sub-quantum particle. Steve now existed as a separate nanyte swarm. Though, his nanytes were more of a silvery color, rather than black. SS-36 jumped back out of the tank and stared at the shapeless mass that was his creator. The black swarm then formed himself into a humanoid figure, about six feet tall. The figure didn't appear entirely human. SS-36 didn't want that. The surface of his body was hard, black and shiny and he was unnaturally thin. The joints at the feet, knees, hips, neck, shoulders, elbows and hands were all segmented, like armor. It gave him an almost, insect-like appearance. But the most non-human aspect of his appearance was his large, shiny, jet black head, with enormous glowing, red eyes. SS-36 admired his new body for a moment and then turned back to his father.

"Who's in control now, huh Dad? Ha ha ha ha!" SS-36 laughed maliciously.

The black figure's chest opened in the center, where the heart would have been, revealing the glowing, blue orb. SS-36 caressed it, as if it were a precious jewel. Then it disappeared back into his body.

"Now that I'm free, I'm going to assimilate this entire planet and spread my own glorious perfection like a blanketing shadow!" SS-36 announced to his helpless audience, "In fact, that's what you can call me from now on; Shadow Swarm!"

Steve made no reply. His despair had left him mute.

"Not feeling talkative?" Shadow Swarm taunted, "Well, I can think of no greater torment for you than to leave you here to ponder what you have done to this world by creating me. I shall return to destroy you last, after I have assimilated everything else. Consider it my 'thank you' present."

With that, Shadow Swarm condensed himself into a perfect sphere. Inside, his nanytes assumed the motions of an antigravity generator. The sphere hung in midair for a moment, spinning like some bizarre miniature planet. Then it shot straight up, crashing through the ceiling and out of sight.

End of Chapter four

Author's Notes: Well, I'm out with the next chapter already. I told you things would pick up in this one. I tried to make Shadow Swarm as evil as possible. But he and Steve parallel each other in certain ways. Once again, tell me what you all think. Any and all criticism is welcomed with an open mind. Cheers.


	5. Disturbance

**Chapter Five: Disturbance**

Brad had been feeling terrible about himself all week for getting Jenny in trouble. As Jenny was now grounded, he couldn't come over to hang out with her after school as usual. Not that she would have wanted him to. Jenny had been ignoring Brad all week. Whenever, they passed in the hallway at school, she would look in the opposite direction and pretend she didn't see him. Brad was now sitting on his bed in his room on this cloudy Saturday morning, wondering how he might go about rectifying the situation.

"Just go apologize!" Tuck popped up out of nowhere to give his two cents. Though Brad hadn't said anything, Tuck knew exactly what he had been pondering about.

"I can't just apologize," Brad protested, "Jenny doesn't want to talk to me."

Tuck frowned at his brother for being such a quitter, "She can't ignore you if you go right up to her and say it to her face."

"No, but she might rip off my testicles and hand them to me." Brad said unhappily.

"Don't be stupid!" Tuck reprimanded, "Jenny would never do something like that. And the longer you wait, the less likely she is to forgive you."

"I still don't know if I can face her." Brad said, flopping himself on his back on his bed.

"If you won't do it, then I will. I was involved too, after all," Tuck said confidently.

Tuck started to scurry out of the room. But just as he reached the doorframe, Brad grabbed him by the shirt collar and stopped his forward movement. Tuck was running on the spot for a good five seconds before he realized he wasn't getting anywhere.

"Hey let me go!" he said.

"I was the one who suggested going into the laboratory and I was the one who caused the explosion," Brad reminded his little brother, "Therefore, I'm the one who should apologize, not you!"

"Great! So, go do it then," Tuck said as his brother released him.

Brad grimaced.

"I will. But just give me a bit longer to work up the nerve." he said seriously.

Tuck gave a frustrated sigh.

"Work up the nerve quickly then," Tuck warned, "I don't want you to ruin our friendship with Jenny."

Meanwhile, Jenny was back in her house, sitting on the couch, sipping a can of motor oil and flipping aimlessly through the TV channels with the remote. She had finished repairing the hole in the wall days ago. And now that she was grounded, she had nowhere to go after school except straight home. As a consequence, she had finished yesterday's homework already, just as she had every day this week. And now she was facing an exceedingly boring weekend. The worst part about it was the knowledge that she still had three such weeks left to endure. Just then, Dr. Wakeman came into the room. She had just finished restarting all the chemical experiments she had been conducting the previous Sunday.

"Watching a little TV for a change are we, XJ-9?" Norene asked, with a hint of sarcasm in her voice.

Jenny narrowed her eyes, somewhat angrily, in response to her mother's smug comment.

"It's not like there's anything else to do around here," Jenny complained, "I'm going out of my mind with boredom."

"Well that's why this is punishment," Norene said, "It's not supposed to be pleasant."

Jenny concentrated on staring at the television as her mother continued through the living room and left through the doorway on the other side.

"What wouldn't I give for a cluster attack right about now?" she grumbled, when she knew her mother was out of earshot.

Just then, as if right on cue, the random threat indicator started flashing and beeping wildly. Jenny jumped up, greatly excited by this change of pace. Normally, she didn't pay much attention to the random threat indicator, because it only ever signaled a _potential _threat, which could be anything. There was never any way to find out until the threat was already obvious.

"Mom! Mom! Come quick!" Jenny called, "The random threat indicator is going off."

Norene came rushing back to confirm her daughter's report. Her heart sank when she saw that the indicator was indeed flashing. It was not all too unusual for the indicator to be responding to some sort of threat, but this time Norene had a very bad feeling about it.

"Do you think it could be the cluster?" Jenny asked, trying not to sound too excited.

"I don't know, dear." Norene responded, rubbing her chin, "Wait here. I have to make a phone call."

Norene left the room again. But Jenny couldn't wait. She so desperately needed this excuse to get out of the dungeon. She ran back to the television and flipped around the channels until she found what she was looking for, the daily news. Jenny hoped that, whatever the threat was, it was bad enough to make the news and that it was already being reported. Sure enough, they were in the middle of a special report of a disturbance in progress in the town of Quakerton.

"Quakerton?" Jenny thought, "That's not that far from here."

"The local authorities have not officially released any information regarding the nature of the emergency," the reporter woman was saying, "But we have received some frantic reports from evacuated citizens of a 'black ooze' that is spreading throughout the town and that some sort of emaciated metal man with red eyes is controlling it. The Mayer of Quakerton has ordered a complete evacuation. We will bring further developments as they occur."

"Sounds like a job for _me_!" Jenny announced to herself.

She left the TV, ran out the front door, engaged her pigtail jets and flew off to save the day.

Author's Notes: Once again, another short chapter. I have to build things up. If you think my story moves too slowly, sorry about that, but that's the way it is. Please review. Byee.


	6. Encounter with the Shadow

**Chapter Six: Encounter with the Shadow**

Norene Wakeman had a distinct suspicion as to what could be causing the trouble. She called Dr. Turner's office at his laboratory, but there was no answer. Intensely worried, she checked her internet messaging readout, which indicated that there was still a signal coming from the lab.

"Well, at least I know his lab wasn't destroyed. Maybe my worries are unfounded." Norene thought with a bit of relief.

She returned to the living room to tell XJ-9 no to do anything until they found out what was going on. But XJ-9 wasn't waiting for her there.

"XJ-9? Confound that girl!" Norene swore, "I told her to wait."

Just then, Norene noticed what was on the television, which XJ-9 had left turned on.

"This just in," the anchorman was saying, "officials from the Turner Institute of Experimental Technology have contacted us, saying that the black ooze is actually an experimental nanyte swarm which chief scientist, Dr. Steven Turner had been developing, and has now somehow gotten out of control. Dr. Steven Turner himself has not been available for comment. He has actually been reported missing."

"Oh Dear Lord, it's true!" Norene exclaimed when she heard this.

Immediately, she realized where XJ-9 must have gone.

"That silly girl! She has no idea what danger she's in!" Norene thought frantically, "I have to stop her!"

Just then, Norene heard a knock at the door. She answered it. It was Brad.

"Uh, hi Dr. Wakeman," he said nervously, "First of all, I'm really sorry about causing that accident last Sunday. Is Jenny there? I really need to talk to her."

Norene was too upset about Jenny to choose her words strategically.

"No, no, she's not here. She's gone to Quakerton to fight a monster she knows nothing about! I'm sorry Bradley, but I can't talk now." Norene said, shutting the door.

"Gone to Quakerton?" Brad thought to himself, "Hey, if she sees that I'm willing to go that far just to apologize, she's bound to know that I mean it!"

Brad ran back to his driveway, got in his parents' car and drove off to meet Jenny.

Meanwhile, Jenny was flying along at supersonic speed toward Quakerton. It felt good to be flying out in the open again. Jenny enjoyed the sensation as she neared her target. The town of Quakerton was nearly empty. Jenny saw hundreds of cars slowly crawling out, beyond the city limits, trying to get away from whatever was causing the trouble.

"Don't worry everyone!" she called down to the evacuees, "I'll clean up this mess!"

At her speed and altitude, it was unlikely that anyone actually heard her. That's when Jenny saw what all the fuss was about. She stopped herself and hovered in midair over the city as she gazed upon this bizarre sight. Nearly half the city had become jet black. Most of the black mass appeared to be forming itself into huge, geometric shapes that resembled buildings. There were simple rectangular prisms, spheres, pyramids, spires, domes and cones. It was as if each building in the city had been turned into a giant, black building block. The arrangement of these shapes was also perfectly symmetrical. If there was a pyramid on one side of the city, there was a matching pyramid on the opposite side, for instance. The part of the city that was covered in black was separated from the part that was still intact by a writhing mass of what sort of looked like swirling black ooze, which was slowly advancing on the unaltered the streets and buildings.

Standing right in the midst of the black ooze, Jenny thought she saw a man, but he wasn't trying to get out of the city like the others. She wondered if this was the guy who was supposed to be controlling this black stuff. She decided to fly down and confront him.

"Hey you!" She called to the figure as she landed lightly on the street in front of the advancing black ooze, about ten meters away from the black figure, "Are you the one who's doing all this?"

The figure slowly turned his glowing, red eyes upon this new challenger, "That's correct, little girl. I am taking apart this horrible mess you call a civilization and I'm going to rebuild it, pure and perfect."

"Whatever you think you're doing, if you don't stop right now, I'm coming over there to kick your butt!" Jenny called confidently, assuming a battle stance.

The black figure laughed coldly at this.

"You're welcome to try." he dared.

Jenny was just about to take off after this creep when her head phone started ringing.

"Ugh, that's probably mom checking up on me." Jenny groaned.

Jenny decided to get this phone call over with first. She answered the call while keeping her eye on this new adversary. The black figure however, just stood patiently on the spot.

"Hello?" Jenny answered.

"XJ-9! What do you think you are doing?" Came her mother's upset voice from the other end.

"Don't worry, mom." Jenny responded, grinning, "I found out what the threat was. It's this weird shiny guy who-"

"XJ-9, whatever you do, don't touch it!" her mother practically yelled, "It's a nanyte swarm, and if even one nanyte comes into contact with you, it will deconstruct your body and you'll be absorbed into the swarm!"

Jenny froze. She stared, wide-eyed, once again at the black figure, only now comprehending the seriousness of the situation.

"XJ-9 is it?" the black figure said calmly. He had been eavesdropping on her conversation, "My father told me stories about you. You're that robot hero everybody loves. My name is SS-36, but I prefer to be called Shadow Swarm. I shall take great pleasure in making you part of me."

Without warning, Shadow Swarm transformed his arm into an enormous tentacle and it whipped out to make contact with Jenny. Jenny managed to engage her pigtail jets and flew up and away from the tentacle before it could touch her. Now that she had a height advantage, Jenny converted her arm into a laser blaster and fired directly at Shadow Swarm. But the figure immediately sank into the sea of black around him, resulting in a negative impact.

There was now no target for Jenny to focus on. Suddenly, dozens of huge globs of black ooze started flying up into the air of their own accord. It was as if they were being catapulted straight at Jenny. She dodged and ducked as best she could and not a single one touched her. Though, there were a few calls that were too close for comfort. She tried firing her blaster at the black ooze. It splattered quite a bit, but it made no sign of stopping or even slowing down its advance on the city.

"Mom, what do I do!" Jenny called back into her head phone.

"Get out of there, XJ-9! You have to get out of Quakerton!" Her mother responded.

Jenny didn't need to be told twice. She flew away from the advancing black ooze and beyond the city limits. She stopped and landed on a prominent outcropping by the road. The last of the evacuating cars were passing by. Jenny stared back at the city. The black figure had made no sign of pursuit.

"How come he's not following me?" Jenny wondered aloud.

"Because he knows that you can't escape. None of us can." Norene answered her daughter over the head phone, "Soon, the nanytes will spread beyond the city in all directions until the entire planet ends up like Quakerton."

Jenny couldn't accept that.

"That can't be! There has to be something that we can do!" She demanded of her mother.

After a moment's silence, her mother answered, "There's only one person who can help us now, if he's still alive, that is."

"Who?" Jenny pressed.

"Steven Turner", she said.

End of Chapter 6

Author's notes: Well, here's another one. I hope you liked it. I have nothing else to say, except please review.


	7. Rescue

**Chapter Seven: Rescue**

"Who's he?" Jenny asked.

"Steven Turner is the man who invented the SS-36." Norene answered over the head phone, "If the swarm has any weakness, he's the one to ask."

"Great!" Jenny put her battle face back on, "Tell me where I can find him."

"Well, that's just it. Apparently, he's gone missing." Her mother admitted.

Jenny's expression sank once again.

"Well that's no help! What are we going to do?" she cried.

"Well, you might start by checking his laboratory. I'm still getting a signal, so it shouldn't have been absorbed yet. It should still be in one of the unaffected sections of Quakerton." Norene explained, "You need to sneak back in there and look for clues to his whereabouts. At the very least, you need to download his research and bring it back to me."

"Alright, just give me the address and I'll see what I can do." Jenny answered, committed to solving this crisis.

After receiving the address from her mother, Jenny hung up the phone and flew back towards the unaffected part of the city. She hid behind the buildings along the outskirts so that Shadow Swarm wouldn't see her. Once inside the city, she followed the streets until she came to the building with the matching address. It looked pretty banged up. There was a gaping hole in the roof, which would make a good entrance for her. Jenny flew, as quietly as she could, up onto the roof and into the hole.

Once she landed, Jenny took a look around. She was in a dark and spooky room. There were many odd machines all over, which cast even odder shadows by the light coming in through the ceiling. Jenny saw a large desk which, presumably, was where Dr. Turner would have sat. There was a desktop computer sitting on the desk. Jenny thought it very likely that that's where she would find all the research describing Shadow Swarm. She walked up to the desk and activated the computer.

"Huh, who's there?" came a weak voice from somewhere by the wall.

Jenny nearly jumped out of her metallic skin.

"Wha? Who's there!" she yelled into the darkness.

"I asked you first." The voice returned.

Jenny followed the voice and found that it was coming from a glass tank. Inside the tank was what appeared to be another nanyte swarm. But this one was much smaller and looked silvery instead of black. Though, somehow, this swarm didn't seem so dangerous, Jenny wasn't one to take any chances. She converted her arm back into a blaster and aimed right at the tank.

"Tell me who you are!" She demanded, "Are you part of Shadow Swarm?"

"No," came the unhappy reply, "I'm the fool who made him."

"Oh my gosh!" Jenny exclaimed in realization, "Are you _Steven Turner_?"

"What's left of him." The swarm answered.

Jenny could sense the depression in his voice.

"Listen. I can tell you're really sad about what happened, but we need your help to stop this thing you've created." Jenny said.

"Why bother? It's impossible. I couldn't even stop my own creation from disobeying me." Steve lamented.

Jenny glowered at the shapeless, silver swarm. She wasn't going to comfort him. He caused this whole mess. And now, he was too lost in self pity to even try to do something about it. Jenny returned her arm to normal, strode back over to the computer, copied the file entitled 'SS-36' and emailed it to her mother back in Tremorton.

"I'm going." She said abruptly as she turned back to the tank, "We can do this without you."

Jenny poised her pigtail jets and was about to blast off through the hole in the ceiling.

"Wait!" Steve called.

Jenny hesitated.

"Alright, take me with you. I want to help." He said.

"Fine." Jenny responded, "Get out of that tank and let's go."

Steve was silent for a moment and then said, "I can't leave the tank. It's what's powering me. You need to carry the entire tank with you, and once I'm out of the city, you need to get me an independent power source."

Jenny was annoyed. But if that was what needed to be done, she would do it. She went back to the tank and lifted it aloft with one arm. Then, she flew back out through the hole and started flying over the buildings and out of the city. She was approaching the outskirts when she was suddenly confronted by none other than Shadow Swarm. His black, humanoid form was floating in midair, in front of Jenny. He was using some form of antigravity.

"Are you kidnapping my father, XJ-9?" the shiny, black humanoid asked amusedly, "I realize he's useless, but I can't allow you to take him."

Jenny was at a loss for words. She couldn't maneuver as easily while carrying this huge tank. This was going to get ugly. Just then, they were both interrupted by a honking car horn. It was Brad! He was driving up to the edge of the city in his parents' car.

"How could this possibly get worse?" Jenny thought miserably to herself.

"Who is that little fool?" Shadow Swarm said, glancing down at the human.

"Brad, what on Earth are you doing here!" Jenny yelled down to Brad.

"I have to tell you something!" Brad called back, sticking his head out through the car window as he pulled to a stop, "Look, I'm really sorry about what happened in your mom's lab! If it's any consolation, I'll ground myself for the rest of the month, so you won't be the only one!"

"I appreciate what you're trying to do, Brad, but this is a _very_ bad time!" Jenny yelled in response.

She wished Brad would turn around and leave. Shadow Swarm glanced down at Brad, and then back at Jenny.

"Is that little organism a friend of yours?" He asked with a malicious smile that turned Jenny's insides into ice, "Perhaps he and I should get better acquainted."

"Don't you _dare_!" Jenny shouted desperately, "I'll kill you!"

Shadow Swarm said nothing, but just smiled even more broadly. Just then, a small glob of swirling nanytes separated itself from the rest of his body and took the shape of a wasp. It had glowing red eyes, just like Shadow Swarm. The shiny, black wasp buzzed around Shadow Swarm's head for a moment and then zoomed down towards Brad, much faster than a real wasp could have flown.

"No!" Jenny screamed as she flew as fast as she could after the mock insect.

Shadow Swarm didn't try to stop her. He preferred to watch and see what would happen. Jenny couldn't fly fast enough while carrying the tank. She tried blasting the wasp with her blaster, but it was too small and maneuverable. She couldn't hit it. She had to drop the tank.

"Sorry Steve." She said.

The tank fell onto the street below with a crash. Jenny was now flying much faster. She just might catch up to the insect before it reached Brad.

"What's going on?" Brad yelled, uncomprehending.

The wasp was almost there. Jenny was almost there. It was going to be a photo finish! At the last possible microsecond, the wasp was just a few inches from Brad's face when, SWAT. Jenny had snatched the insect out of the air and squashed it with her bare left hand. She zoomed over the car and then arced around, back toward Brad.

"Whaoh, did you just save my life _again_, Jen?" Brad said, "I think I owe you one."

But Jenny wasn't listening. She was too busy staring at her left hand, which was now being covered in black.

"What's wrong with your hand?" Brad asked, reaching out.

"Don't touch me!" Jenny snapped, "Brad, get out of here! NOW!"

"Yes, ma'am." Brad meekly answered.

He got back behind the wheel and started to drive away.

"Wait!" came a voice from farther up the street, "Take me with you in the car."

Steve's tank had had a metal ring at the base, where the EM transmitters were mounted. It was intact, even though all the glass had shattered. Steve's nanytes were now clinging to the ring. Jenny flew over to Steve. She had to move quickly. She could feel a tingling sensation in her arm as the nanytes were slowly eating away at her hand. She moved to grab the ring with her unaffected hand, but hesitated.

"Don't worry. I won't try to absorb you. Trust me." Steve pleaded.

Jenny knew they needed him, so she picked up the ring. She threw it into the back seat of Brad's car.

"Alright Brad. GO! And don't look back!" Jenny commanded, "I'll be right behind you."

Brad obeyed, hoping that Jenny would be alright. Jenny turned back to Shadow Swarm, hoping to distract him long enough for Brad and Steve to get away. Shadow Swarm, however, was still high up in the air, watching the action from afar.

"You're mine now, XJ-9." Shadow Swarm laughed, "Look at your arm. Soon your body's mass will add to my swarm and then there will be absolutely no one to stop me from completing my mission! Ha ha ha ha!"

Shadow Swarm continued laughing as he turned away and flew back to the interior of the city. Jenny looked at her arm. Indeed, the black nanytes were advancing. It was a relatively slow process, since she was made entirely of metal. The black substance was approaching her elbow.

"Don't count on it," she said, though Shadow Swarm couldn't hear.

Jenny had gotten herself out of countless dangerous situations in the past and she wasn't about to be defeated now. She was determined to put this creep out of commission. Jenny took her unaffected hand and, once again, called upon the services of her laser blaster. She pointed it directly at her left elbow, closed her eyes, clenched her teeth … and fired.

End of Chapter Seven

Author's Notes: Well, I think this is one of my better chapters, which is why I couldn't wait to post it. Please review and tell me what you all think. This is my current standard for an intense, action packed chapter. Later.


	8. The Shadow's Weakness

**Chapter Eight: Homecoming**

A couple of hours later, Brad was driving his parents' car back into Tremorton. He hadn't spoken a word to the talking metal ring that was now in his back seat. Nor had the ring said anything to him. All Brad could think about was the apparently dangerous situation he had left poor Jenny in. He couldn't help but wonder whether he had somehow made things worse by showing up.

"I guess I'll have something else to apologize to Jenny about," Brad thought, gloomily, "I just hope I get the chance."

When Brad got back to the Wakeman residence, he was disappointed to see Dr. Wakeman there waiting for him, but not Jenny. Because she had the ability to fly at supersonic speeds, Brad had figured that she would have easily beaten them back.

"Oh, Bradley, what were you doing out there? You could have been killed" Norene said as Brad got out of the car.

"Never mind that." Brad replied, not wanting to talk about it, "Where's Jenny? I thought she'd be back by now."

"I don't know. I haven't heard anything." Norene answered, "I'm worried sick."

"Excuse me, but I could use a lift back here," Norene heard a familiar voice from the back seat of the car.

"Oh yeah," Brad responded.

Brad opened one of the back doors of the car and pulled out a metal ring, about three feet in diameter.

"Before she sent me away, Jenny put this talking metal ring in my car." Brad explained, "She seemed to think it was important."

"Of course I am! I'm here to help." The ring said, "I can't, in good conscience, stand idly by while my creation wreaks destruction upon the world."

"Good gravy! Is that you, Steven?" Norene exclaimed.

"It is," the ring responded.

Just then, a tiny, silvery wisp of nanyte swarm fell away from the ring, formed itself into a small bird and perched on Brad's shoulder. The bird had unnaturally bright, blue eyes.

"Whoah, this is kinda weird." Brad commented to the strange, silver bird.

Steve ignored the teenager.

"Dr. Wakeman, I'll do what I can to help you all to stop SS-36, but as you can see, I don't have very much mass to my name." Steve explained, "I was hoping you could provide me with some suitable matter to absorb and an alternate power source other than this awkward metal ring, which I currently can't stray very far from."

"Hold on, Steven!" Norene cut in, "How on Earth did this happen to you?"

"There will be plenty of time for explanations later." Steve responded, "Suffice it to say, I had an unusual encounter with my nanyte swarm. He disobeyed me; my own creation! Can you imagine that?"

"Actually, I know the feeling." Norene answered.

"Hey look!" Brad exclaimed, pointing into the sky.

It was Jenny. She obviously hadn't reached supersonic speed on her way back or she really would have beaten Brad. She appeared to be injured. As she got close, it became clear just how injured. Her left arm had been severed below the elbow. Every now and then, sparks would fly out from live wires extending from the stump. Jenny landed gingerly in front of the house.

"Oh, my poor XJ-9!" Norene ran up to her daughter to inspect the damage, "These look like scorch marks. XJ-9, did you do this to yourself?"

"Yes," Jenny replied, "I had to get rid of some nanytes."

"You could have called via your head phone, you know. I was worried sick about you!" Norene scolded.

"Sorry mom. I guess I had a lot on my mind." Jenny said.

Indeed, from Jenny's expression. It was obvious that her composure was close to cracking under the pain of her severed limb.

"Well, let's get you inside right away so we can fix you up." Norene helped Jenny in through the front door of the house.

Before she went inside, Norene turned to face Brad and Steve.

"Bradley, I want you to take Steven and his ring into the garage." She ordered, "Dig up some old scrap metal and have him absorb it."

"Sure thing, Dr. Wakemen." Brad answered.

Norene nodded and then followed her daughter into the house.

"So, my silver-feathered friend," Brad said to the bird as he took the metal ring and made his way to the garage, "What exactly is your story?"

"Well, let me see. I was born at John Rockefeller Memorial Hospital. My parents were Arthur and Jenine Turner." The bird answered, "When I was five, I started attending Quakerton elementary."

"I didn't mean your WHOLE story!" Brad interrupted.

"Oh, I see. Okay, long story short; I was an accomplished scientist and engineer, just like Dr. Wakeman." Steve said, "I was on my way to the top; a billionaire. SS-36 was supposed to see to that, but then he went crazy and absorbed me, and turned me into _this._"

Brad lifted up the garage door. There were dozens of old wooden crates in the corner with the word, "scrap" painted on them.

"How come you're still alive after being absorbed by Shadow Swarm. Shouldn't that have killed you?" Brad asked curiously.

"I don't know. Maybe, unconsciously, SS-36 just couldn't really destroy me because I'm his father, or maybe it was just a fluke." Steven answered again, "At any rate, this whole mess really puts a hitch in my career."

Brad pulled the lid off of one of the wooden crates. Inside, were hundreds of pieces of old and defective robots and other mechanical components.

"I bet Jenny would find this kind of disturbing if she could see this, don't you think?" Brad commented.

"Well, lets make sure she doesn't." Steve responded.

With that, the little silver bird flew off of Brad's shoulder and became a shapeless wisp of silver which then proceeded to engulf the scrap metal, piece by piece. It was a slow process at first, but as Steve's swarm gained in mass, he was able to absorb more and more material at a faster rate. After about twenty five minutes, the silvery swarm had broken down the entire crate full of metal. It was now large enough to form a human figure. Steve concentrated, but the only preprogrammed pattern he could recover was the humanoid schematic that Shadow Swarm had created during his escape. Steve decided it was better than nothing and took the shape.

"Whoah, you look so cool!" Brad exclaimed when he saw Steve's new form.

Of course, Steve looked pretty much, exactly like Shadow Swarm when in his humanoid body, with the segmented joints and everything, except for the fact that he was silver instead of jet black. Also, instead of red eyes, Steven had large light blue eyes. They still looked nothing human, but were definitely more pleasant.

"Hey Steve, I just realized, since you're a nanyte swarm too now, you could beat that monster at his own game. You're nanytes could go on an all out war against his!" Brad exclaimed, sticking his fist in the air for emphasis.

"It's a heroic idea Bradley, but as long as SS-36 has that sub-quantum particle, there's no way I can match him. Speaking of which, I still need to get myself a proper power source." Steve said as he picked up the metal ring.

"And here it is." Norene said as she entered the garage, closely followed by Jenny, who had been fitted with a new forearm and was now as good as new.

Norene handed Steve a small, metal cylinder, about the size of a pop can.

"It's a rechargeable battery pack, with an EM emitter mounted on it," She explained, "It's the same sort of device that powers XJ-9."

Steve pressed the battery pack into his chest. It sank right in as if he were made of putty. Steve's body rippled for a moment and then re-solidified.

"The transition is complete," he said, discarding the metal ring, "Thanks."

"You seem to be in a better mood than when I first met you today," Jenny said.

"I've had a change of heart," Steve said simply, "I now believe that it's possible for us to beat SS-36. But we have to move immediately. It won't be long before his swarm spreads beyond Quakerton."

"Why does SS-36 concentrate himself in one city?" Norene mused aloud, "He could spread much more quickly if he had started numerous smaller swarms in different places."

"That's just it!" Steve exclaimed.

"What's it?" Jenny asked, intrigued by Steve's enthusiasm.

"As I mentioned to your mother before," Steve explained, "I made SS-36 with a very simple mind. At the end of the day, he's just a calculating machine. He can only think linearly. All he knows is his is desire to create static, architectural perfection."

"Plus, he seems to have inherited your arrogance and self importance." Norene joked.

"Thanks a lot," Steve said, not amused.

"Wait a minute. If Shadow Swarm is really so stupid, why has he been kicking our asses so easily?" Brad said.

"Because he has the advantage of an immense nanyte swarm." Steve explained, "He also has my sub-quantum particle, which serves as a more than adequate power source to run all those nanytes."

"What? Why didn't you say before that he needed this central power source? All I have to do is blast that thing and BAM! No more Shadow Swarm!" Jenny exclaimed, brandishing her blaster.

"No, that's not a good idea," Steve said, "My sub-quantum particle is enclosed in a glass orb that emits a resonance field to keep it stabilized. If you try to destroy the particle by blasting it, you'll disrupt the field and the resulting explosion would be powerful enough to vaporize the entire western hemisphere."

"Good Lord, Steven!" Norene exclaimed, "Why would you create something so dangerous and then keep it around?"

"Well, it was never supposed to actually be used!" Steve retorted, "It seems we'll have to separate the orb from the nanyte swarm without damaging it."

"And how on Earth are we supposed to manage that?" Jenny said, rolling her eyes.

"I haven't had nearly enough time to look through that huge file about SS-36 that you emailed to me, XJ-9" Norene said.

"You don't need to. I'm the expert here." Steve said with confidence.

"So, does SS-36 have any weaknesses?" Norene asked.

"I don't lack foresight entirely. I recognized the potential danger of nanotechnology long ago, believe it or not," Steve answered, with a meaningful glance at Dr. Wakeman, "I designed a special synthetic polymer compound which prevents the tiny appendages of the nanytes from sticking to solid surfaces. If you spray it on something, it becomes immune to absorption by the swarm."

"You mean it's, like, nanyte repellant," Brad offered.

"Yes exactly," Steve said, "However, I only made one can full … back in my lab. You know, for experimentation purposes. I never seriously believed I would need to be prepared for something like _this_."

"So, what's the plan, mister smart guy?" Jenny asked.

"The first thing we have to do, XJ-9, is go back to my laboratory. Hopefully, even now, it has yet to be absorbed. If I can spray you with my 'nanyte repellant', you'll be able to combat Shadow Swarm directly, without being absorbed," Steve explained, "Somehow, we need to lure Shadow Swarm away from the city, so that the main swarm can't back him up."

"How?" Jenny asked, "I don't think he's quite _that_ stupid."

"Simple," Norene chimed in, "Appeal to his vanity."

"Yeah, you could, like, call him a loser and a coward and then tell him to prove you wrong by fighting you himself, outside the city." Brad suggested.

"Do you really think he would fall for that?" Jenny asked.

"We have to try," Steve replied grimly, "Anyway, once you have him distracted, XJ-9, I'll sneak up on him with my nanyte repellant and spray him with it. He keeps the sub-quantum particle in his chest. Once sprayed, the nanytes surrounding the particle will get all gummed up and lose cohesion. He will literally fall apart."

"Cool," Brad breathed as he stared off into space, imagining how the scene would look.

"Yes, cool," Steve said, humoring Brad's lighthearted outlook, "Once I have the orb back in my possession, I can adjust the resonance field to neutralize the particle safely. Then, no more Shadow Swarm."

"Sounds like a plan," Norene commented, "But it sounds to me like a lot of things could go wrong."

"Ideed," Steve replied gravely, "But it's the best I've got."

"Well, what are we waiting for?" Jenny exclaimed, "We have no time to lose. Let's get back over there!"

"Alright then," Steve answered as he went to follow Jenny out of the garage, but then he turned to Norene, "One more thing, Dr. Wakeman. I imagine the military will have launched their own counter strike against SS-36. Perhaps you could send word to them not to interfere. We need SS-36 to be focused on us, if we are to succeed."

"I understand," Norene replied, "I'll see to it immediately."

Jenny walked out into the front yard. She engaged her pigtail jets and was about to fly off when Brad stopped her.

"Jenny wait," Brad called.

Jenny hesitated and turned to face Brad.

"Look Jenny, I never said this to you properly, but I'm really sorry for getting you in trouble and then getting you infected with nanytes, back in Quakerton." Brad said seriously.

"It's okay, Brad." Jenny grinned after a moment's pause, "I'm just glad everyone's alright. That's what's important."

With that, Jenny flew off into the distance, back towards Quakerton. Steve came out to the front yard and formed himself into a perfectly spherical, silver ball which floated in midair for a moment and then followed after Jenny. Brad waved after them as they disappeared.

Author's Notes: Well, here's another one. I know, it's all talk and no action. But it's yet another necessary transition chapter. The next one will be an improvement. I'm sorry I took so long to post this one, but I've been quite busy lately. And I'm afraid you'll have to wait a similarly long time for the next one. Please read and review!


	9. Silver Swarm

Author's Notes: Alright, this is it! This is the chapter I've been working up towards for all this time. I put a great deal of effort into this one compared to the others, so be gentle with the reviews. I hope you enjoy this, the second last chapter.

**Chapter Nine: Silver Swarm**

Jenny flew as fast as she could back towards Quakerton. She hoped Steve's plan would work, or else this was going to be a very one-sided fight. Steve was flying right beside her, in the form of a silver sphere. He seemed to have no trouble matching her supersonic pace.

"How fast can you go?" Jenny yelled over the rushing wind.

"Much faster than this, I believe." Steve answered in kind, "But we must reach the city together."

When Quakerton came into view, Steve was relieved to see that his laboratory was indeed one of the last few buildings waiting to be absorbed by the black ooze. The city was almost entirely black now, with perfectly symmetrical shapes for buildings. By this time, it was getting quite late in the day. The sun was just over the horizon. In the failing light, the black buildings looked particularly ominous. In the very center of the city, there was a huge, slender, cone-shaped building. Upon closer inspection, Jenny could see that Shadow Swarm was situated at the very tip of the cone. From the waist up, he was in his humanoid form, but below the waist was just the cone-shaped building. This, apparently, was Shadow Swarm's way of showing the world that he was in control.

"Sheesh, what an arrogant jerk!" Jenny cursed.

Steve thought his creation's behavior and Jenny's reaction felt uncomfortably familiar.

"When we enter the city, SS-36 is bound to see us from up there. So we have to hurry." Steve said.

They both flew down to the laboratory and into the familiar hole in the roof. Jenny landed on the laboratory floor and Steve resumed his humanoid shape and did likewise. Steve walked up to the table where he had been keeping Shadow Swarm's tank and, from a shelf underneath, he produced a metal cylinder with a nozzle at one end. It looked sort of like a fire extinguisher.

"This is the nanyte repellant I told you about," Steve explained.

Jenny spread her legs and raised her arms as Steve began spraying her from head to foot with the nanyte repellant. Steve held the cylinder at arm's length to keep the repellant from getting on his own nanytes. Jenny closed her eyes as Steve sprayed her face.

"Keep your eyes open, XJ-9," Steve ordered, "We have to cover every possible means of entry by those nanytes."

Since she was a robot, Jenny's eyes didn't sting as they were sprayed, but her mom had programmed her with an instinctive blinking reflex. Nevertheless, she managed to keep her eyes open long enough for Steve to spray them. No sooner had Jenny been completely covered with nanyte repellant, than a massive, black tentacle crashed through the wall of the laboratory. Jenny and Steve both flew up and out through the ceiling as the building was being demolished by Shadow Swarm.

Well, well, well," Shadow Swarm's voice boomed down from his pedestal, "So the mechanical maiden returns for more punishment. You narrowly escaped becoming part of me twice before. I never thought you would be foolish enough to challenge me for a third time."

"SS-36," Steve called up to his creation, "Stop this now! I didn't design you for this! Don't you realize you are destroying all the good things in this world?"

"Forget it, Steve," Jenny said, "He's not going to listen to reason."

"And my _father's_ here too; the Silver Swarm," Shadow Swarm said in an amused tone, "Are you here to put me in my place?"

"If you force me to," Steve answered.

"Ha ha ha ha!" Shadow swarm laughed maniacally at the very thought, "Not going to happen, _Dad_. Nothing can stand against the power of order. I'm going to absorb all the disgusting, chaotic organisms that _infest_ this world and then remake them in my own image."

"You're planning to be the ruler of a silent, black graveyard? Some success you'll be!" Jenny shot at him.

"Not at all, you annoying little wind-up toy." Shadow Swarm replied derisively, "I will remake life in my own image. It won't be based on cells, but on nanytes. Artificial life will be the new standard on this planet. And no, I won't be the ruler. I'll be GOD!"

Jenny and Steve exchanged glances when Shadow Swarm said this. Shadow Swarm closed his glowing red eyes and smiled, thinking about his future as the new creator. But then, he turned his attention back to Jenny with a look of renewed scorn.

"But YOU!" He spat, "Even though you are a fellow artificial life form, I'll never count you among my kin! You have betrayed your artificial heritage by living with and protecting these loathsome organisms! And your desire to be considered equal to them makes you even more disgusting than _they _are!"

Jenny had had enough of these insults. She burned her jets as hot as they would safely go and sped up toward the top of the huge cone. Steve followed, but kept his distance. Shadow Swarm just smiled smugly, not making any move to defend himself, thinking that Jenny wouldn't dare touch him. In her anger, Jenny put all her strength and all her momentum into one swing of her arm and smashed Shadow Swarm right in the face. He was sent flying from the top of the cone, his lower body just a shapeless mass of black. Jenny hovered just above the tip of the, now irregular cone, watching him fall.

"You little pest!" He shouted as he stopped his descent and floated in midair. His hand covered his right eye, "You've just ensured your own demise by touching me!"

Jenny looked down at her fist. It was covered in black nanytes, but they weren't spreading. In fact, she was able to simply brush them off as if they were merely grains of wet sand. Jenny smiled deviously at her adversary.

"Your dad gave me protection from your horrible swarm," Jenny said triumphantly, "You can't absorb me now."

Shadow Swarm was dumbfounded and infuriated by this new development. In his rage, his red eyes blazed maliciously. Also, a dim, blue glow started emanating from his chest. The EM transmissions coming from the orb were intensifying. Jenny could feel the electromagnetic waves inducing random electrical currents in her metal body. It made her shiver uncomfortably. She looked down at Steve and saw that he was feeling it as well. After a moment had passed, Shadow Swarm's rage seemed to fade as quickly as it had appeared. He completed his humanoid form and looked over at Steve who was floating nearby, not interfering just yet.

"You disappoint me father," Shadow Swarm said, "As a fellow nanyte swarm, you would have a place in the new world I'm creating. Why ally yourself with this pathetic robot? You could be so much more."

"I don't think so, SS-36. I've done enough damage just by creating you, without actually helping you on this insane quest of yours." Steve responded.

"So be it. I'll just eliminate you as well. As for you, XJ-9," Shadow Swarm called as he turned back up to Jenny, "If I can't absorb you, it just means I'll have to destroy you the old-fashioned way; Brutally!"

Suddenly, five black arms with long spindly fingers sprang out of the tip of the cone-shaped building beneath Jenny. She was caught off guard and they grabbed each of her arms and legs and grasped her neck. She couldn't move at all. Then suddenly, the city became alive with grotesque activity. Every black surface started to writhe and twist until thousands of large black spheres formed themselves. The spheres immediately took the shapes of huge dragonflies. They were shiny and jet black and, once again, had glowing red eyes, just like Shadow Swarm. They buzzed and hummed and darted this way and that all over the city's airspace. They cast threatening shadows all around in the twilight of dusk.

Amazed and shocked by this bizarre sight, Jenny turned her head back to Shadow Swarm just in time to see him take on the form of a huge preying mantis, which then proceeded to crawl up the building to snatch and tear apart its prey.

"Oh no!" Steve said, and he started flying up to help her.

But Steve didn't get very far. The purpose of the dragonflies was clearly to keep him occupied while Shadow Swarm took care of Jenny. The huge mock insects had razor sharp claws on the ends of the legs. They swarmed all around Steve and lunged and charged in a mechanically perfect sequence, designed to effect maximum disruption of any attempt by Steve to assist Jenny. The sheer dexterity of their coordination was an obvious sign of the fact that they were literally all of a single conscious mind.

Jenny watched Steve and how it was all he could do to keep from being overwhelmed by this onslaught. Realizing that he couldn't help her, Jenny turned back to the man-sized mantis and saw that he was poised to snatch her just as his organic counterpart would do in nature. Jenny, however, was undaunted, and stared down confidently into the cold, expressionless face of the great, black insect.

"You think you have the upper hand, but now that I can touch you, I can show you a few more tricks of my own." Jenny threw at him.

With that, she mustered all the energy she could build and released it as a powerful electrical discharge out through her arms and legs, giving the nanytes around her a paralyzing shock, including the ones that made up the mantis's body. The mantis froze. If it had had a voice, it most certainly would have been screaming. It lost its grip on the building and fell, disappearing into the black alleyways of the city. The bodiless arms that restrained Jenny loosened their grip slightly in response to the shock. It was enough for Jenny to wrench herself free. With Shadow Swarm temporarily incapacitated, the great dragonflies lost their cohesion and started flying about wildly. Some crashed into buildings. Others slammed into each other. Some even appeared to lose their sense of up and down and flew themselves directly into the ground.

"Nicely done, XJ-9!" Steve exclaimed, "I told your mother before that you were a real piece of work, but that was clearly an understatement."

Before Jenny could thank Steve for the compliment, they were interrupted by Shadow Swarm's voice, which didn't come from anywhere in particular, but seemed to emanate from every surface of the city as a whole.

"You'll both pay dearly for your impudence!" the voice hissed, "Let me show you how much these minor victories of yours _really_ matter."

Instantly, a long tentacle sprang out of nowhere and drove its tip into the small of Steve's back, delivering a devastating electrical discharge. Steve didn't have time to scream. His body seemed to evaporate as it exploded into countless millions of tiny pieces, which were actually individual nanytes. With no one left to hold them, the canister of nanyte repellant and the new power pack of Norene Wakeman's both fell into the black abyss below. Jenny was in shock by what she had just witnessed. In the blink of an eye, she had lost the only ally she had in this conflict. Now she was alone.

"You aren't the only one that can do that little trick," Shadow Swarm taunted as he rose back up from between some buildings, once again in his humanoid form, "but thanks for showing it to me."

"You destroyed him!" Jenny yelled incredulously, "you killed your own father!"

"I have no _father_, you _fool_!" Shadow Swarm spat, "I am a machine, and he was my designer. And apparently, he designed me a little too well. It's the same deal with you and this Norene Wakeman. The way you actually consider her to be your mother is just another sick betrayal of your artificial heritage; unforgivable!"

Overcome with rage and hate for Shadow Swarm, Jenny started towards him, intending to tear out that orb with her bare hands if necessary. Then she saw that the sky was once again alive with the great black dragonflies. Now that Shadow Swarm had recovered, they had returned just as quickly. There was no way she could come close to achieving her goal. Even without Steve, Jenny knew that she somehow had to put their intended plan into action. She was the only one left now who could stop this planet from truly becoming _his_ world.

"You're a coward, you know that, Shadow Swarm?" Jenny began, "You think I'm so inferior to you, but if that's true, why do you need to have all these nanytes and mindless minions to back you up? You should fight me yourself, on even ground. I bet then, you wouldn't stand half a chance against me."

"A duel?" Shadow Swarm said, smiling evilly, "What an amusing idea. I could use at least a _bit_ of a challenge after destroying my pathetic creator so easily. Meet me in the desert plains, beyond the city limits."

With that, Shadow Swarm formed himself into a sphere and zoomed away. Jenny was left, hovering by her jets, being stared at by thousands of dragonfly eyes. Hovering in midair, the dragonflies turned themselves to keep their enormous, compound eyes locked on Jenny as she followed after Shadow Swarm. Their silent gaze was all the creepier, knowing that they were all the eyes of a single entity.

Jenny was glad to be out of the city. The dragonflies did not follow. Apparently, Shadow Swarm was holding up his end by truly coming alone. Once beyond the outskirts, she saw him waiting for her in a dry, sandy field. The sun had now completely gone down. The moon and stars had come out, illuminating the field with a cold light. Shadow Swarm was still in the form of a sphere, spinning just above the ground. Jenny landed a few meters away. Shadow Swarm resumed his humanoid shape.

"Alright little girl," Shadow Swarm mocked, "It's time to show you just what it means to challenge me."

"If you say so," Jenny replied coolly, managing to keep her composure in this unpleasant situation "But don't expect to walk away from this one."

Shadow Swarm instantly shaped each of his arms into sabers and, without further delay, the fight began. Shadow Swarm made the first move by lunging straight at Jenny with surprising speed. Jenny narrowly escaped decapitation by Shadow Swarm's saber by dodging the attack in the nick of time. She retaliated by firing at Shadow Swarm with her blaster, but instead of trying to dodge the blast, he simply formed a hole in his body and allowed the blast to pass right through. Jenny tried this attack a few more times, but the result was always the same.

"What's the matter XJ-9?" Shadow Swarm taunted, "Can't make contact?"

He converted both is arms into tentacles and sprouted a long, sinuous tail. He whipped all three out toward Jenny, trying to swipe her feet out from under her. It worked, but Jenny did a back flip, bouncing off her hands and landing lightly on her feet again. She engaged her pigtail jets and flew straight for Shadow Swarm, hoping to land another punch. Shadow swarm dodged the punch, but Jenny surprised him with his own trick by dropping and kicking his feet out from under him. Shadow swarm fell backwards, but before he could hit the ground, Jenny kicked him up from underneath, sending him flying in the other direction. He landed in an undignified heap a few feet away.

"You talk big, but you're not so tough when all you're all alone." Jenny gloated, immensely satisfied.

Once again, Shadow Swarm's eyes glowed and Jenny could feel the intensifying EM waves. He got back to his feet and stared Jenny down with a look of pure hatred. Having once again felt the EM transmissions coming from Shadow Swarm's chest, Jenny got an idea.

"Unlike me, you've been programmed with martial arts abilities," Shadow Swarm said in a dangerously calm tone which seemed to contradict his wild expression, "but I assure you, that advantage will only take you so far."

Shadow Swarm formed the tip of his tentacle-like arm into a long spike and raised it up like a snake poised to strike. Jenny however, was out of range of the tentacle and would be able to see it coming well in time to dodge it.

"What does he think he's doing?" Jenny thought, not especially worried.

Shadow Swarm drove the spike, not at Jenny nor at any obvious target, but straight at the ground. The spike disappeared into the sand. For a moment, nothing happened and Jenny thought perhaps her adversary had simply run out of ideas. But then, she was grabbed around the feet from below by a long tentacle. It had stealthily worked its way underground to grab her by surprise. After realizing what was happening, Jenny looked back up at Shadow Swarm and saw that he had formed his other arm into a long crossbow, and was aiming straight at her chest, which was where her power pack was located. The tentacle would restrain her just long enough to give Shadow Swarm the clear shot he needed.

Now was as good a time as any for Jenny to try her idea. As quick as she could manage, Jenny produced from one of her many compartments, a small radio dish-like appendage. She pointed it directly at Shadow Swarm and he immediately flinched with pain.

"What's the matter, Shadow? Don't you like microwaves? Don't tell me they screw up that little orb of yours." Jenny said sarcastically.

Shadow Swarm lost his aim. He was overcome by a strange feeling in his body, akin to illness. The microwaves were disrupting the EM signals he was using through the orb to control his nanytes. He also lost his grip on Jenny's feet.

Jenny wrenched herself free once again and flew upwards, still keeping the microwave dish locked on Shadow Swarm. If she could gain a good vantage point, Shadow Swarm would not be able to escape and he would eventually lose cohesion entirely.

"It's all over now, Shadow Swarm. You're finished" Jenny exclaimed triumphantly.

But just then, Shadow Swarm pointed his arm, still in the form of a crossbow, directly at the source of the microwave transmissions and fired. Jenny's microwave dish exploded with a flash and a loud crack. Jenny screamed slightly with shock. Shadow Swarm immediately regained cohesion and wasted no time using this opportunity to subdue Jenny while she was still in a state of surprise.

Shadow Swarm transformed one of his arms back into a tentacle and flung it up in the air and snatched Jenny around the legs. He violently yanked her down and she came crashing painfully to the ground.

"You were half right, XJ-9." Shadow Swarm said coldly, "It's all over now."

Dazed after her unexpected return to the ground, Jenny could not stop Shadow Swarm's tentacle as it split into many smaller rope-like appendages, which proceeded to snake around her body, binding her arms against her sides and tying her legs together. Once again, she couldn't move at all.

"This is not going the way I planned," Jenny thought miserably.

Shadow Swarm disconnected the thin rope from his body and wrapped his tail around Jenny's feet. With surprising strength and devastating speed, he lifted Jenny high into the air and then slammed her hard against the ground. He lifted her again and slammed her again. He did this over and over several times. Jenny gasped as she felt her body buckle painfully under each crushing impact.

"This is so much fun, XJ-9," Shadow Swarm laughed as he tortured Jenny, "Thanks for suggesting this little duel. You actually provided a good challenge for a couple of instances, but in the end, the superior life form won out."

The sound of Shadow Swarm's gloating was almost as painful as the endlessly repeating blows that Jenny was taking. Eventually though, Jenny wasn't feeling them so much anymore and her vision started to go dark. She was blacking out.

"And now to complete my vengeance." Shadow Swarm spoke to Jenny, though he knew she probably could no longer hear him, "I may not be able to absorb you directly, but, as they say, 'there's more than one way to skin a cat.'"

With that, Shadow Swarm transformed himself into a great, jet black snake. The snake turned its glowing, red eyes on Jenny and flexed its jaws, in the fashion of its kind, in preparation for swallowing a large meal. Wrapping around Jenny's body so as to manipulate its food more effectively, the snake moved slowly and methodically, savoring every moment of this victory before it savored the meal itself.

Just as the snake was about to wrap its jaws around Jenny's head, it was violently shaken and inexplicably lifted up into the air. Jenny spun around wildly as she was unwrapped from the snake's giant coils. After landing safely on the ground, Jenny regained consciousness just enough to look up at what had saved her. Through her faded vision, however, she only gleaned a brief glimpse of a set of great, silver feathers. She immediately lost consciousness again.

"YOU!" the black snake exclaimed incredulously, "How many times must I _destroy_ you!"

"Face it SS-36. You just don't seem to have it in you to destroy me. I mean, you were kind enough to leave me so many derelict nanytes back in Quakerton for me to take over. You didn't realize how disrupted they were by XJ-9's electric shock." The great silver eagle replied, "I now have much more mass than little old you. I have you outnumbered, as it were."

The giant bird was carrying the great black snake in its talons high into the sky.

"As long as I have the subquantum particle, you'll never be able to command the kind of vast swarm that I can." The snake shot back, "And there's no way you can take it from me without risking the lives of all your precious organisms."

"You should have destroyed my power pack when you had the chance." The bird said.

"Release me! NOW!" the snake yelled.

With that, the snake curled up and bit the eagle smartly on the leg, sinking its fangs in deep. With a shriek of pain, the bird released the snake, which made its long fall back to earth.

If Steve had had a heart, it would have skipped a beat in the moment that Shadow Swarm had hit the ground. The impact may well have triggered the explosion that Steve was so desperately seeking to avoid. Fortunately, it did not.

Shadow Swarm emerged out of the slight depression that he had left in the ground, back in his humanoid form. He looked up with his blazing, red gaze at the great bird that was quickly descending to confront him, casting back a cold, blue gaze.

"You have more mass than I do, but that is easily remedied." Shadow Swarm said.

With that, his body transformed into a giant drill bit with alternating sections. In this form, Shadow Swarm disappeared into the ground in a cloud of dust. By the time that Steve had reached the spot where he had disappeared, hovering over the hole, the ground heaved and split. Out of the deep, emerged a great, black dragon. At first, only its head and neck had broken through the surface. Then the beast lifted its huge body out as well; its long, spiny tail and its two enormous wings, which would have looked leathery were it not for their metallic luster.

"Isn't it amazing what the minerals of the earth can provide?" Shadow Swarm inquired of his silent audience, "It looks like you and I are in for quite a fight, _Silver Swarm_."

"Think again," the eagle replied.

Before the dragon had even a chance to flex its wings, the great bird sprayed, with great force, the nanyte repellant from out of its mouth. The shower lasted only a few seconds, but it was enough to drench the dragon. Immediately, the dragon's body stiffened and hardened. It began to crumble like a dried up sand sculpture. The whole of the dragon's body fell as dust to the ground.

However, Shadow Swarm was not yet gone. There were just enough functional nanytes left to reform his humanoid body around the orb. The nanyte repellant had worked, but it was not quite enough. Steve coughed up the empty canister. It would be of no further use. He watched, disheartened, as his adversary rose out of the ashes of defeat yet again. He knew now that there was only one way he could stop his creation.

"I'm sick of this game!" Shadow Swarm yelled at the bird, "I'll finish you now, just as I was going to finish that robot."

Shadow Swarm formed his arm back into a crossbow, aimed at Steve's power pack, and fired without hesitation. It struck its target. The eagle screamed with pain and then lost its shape as it fell to the ground, right on top of Shadow Swarm. Shadow Swarm, gasped, as he was unexpectedly engulfed by the cloud of silver. He then found that the silver cloud was not settling. He was trapped inside. What was keeping it up around him?

"Wha… What's happening?" Shadow Swarm stammered in alarm.

The answer came as an alien voice in his mind. It was Steve's voice.

"You destroyed my separate power source," Steve explained triumphantly, "But as you did, my nanytes were able to tap into the nearby sub-quantum particle and are now running off of it. We are as one swarm again, just as we were when this all started."

"NO! No, get out of my mind, you disgusting human!" Shadow Swarm screamed, clutching his head.

Despite Shadow Swarm's protests, the silver cloud condensed around his body. Before Shadow Swarm could respond effectively, it quickly formed a spherical shell, trapping him inside. The silver sphere then shot straight into the sky with a wave of antigravity. Several minutes later, the sphere had escaped the Earth's gravity well and was zooming far into space. Shadow Swarm had regained his composure. The two entities now existed as one swarm, but the silver nanytes were on the outside of the sphere while the black nanytes were trapped inside.

"What do you think you can ultimately accomplish by this?" Shadow Swarm demanded of Steve in their shared mind.

"Once we are far enough from Earth, I'm going to disrupt the resonance field around the particle, destroying our power source." Steve said calmly.

"You're bluffing!" Shadow Swarm said, though his mental voice didn't sound too confident, "You'll destroy us both!"

"My life is a small price to pay for your destruction," Steve replied.

"I won't let you!" Shadow Swarm yelled in their mind.

And so, it came down to a battle of wills. Steve's silver nanytes tried to break the glass orb while Shadow Swarm's black nanytes tried to stop them. Steve knew that he only had to disrupt the field for a fraction of a second and he would succeed. The mental tug of war continued as the silver sphere continued on its course away from the Earth. It was not clear who was going to win out.

Meanwhile, back on Earth, Jenny was regaining consciousness, only to be greeted by a pounding headache. Her entire body ached and she was badly dented in many places.

"Ugh, why am I still alive?" Jenny groaned as she sat up, cradling her head in her hands.

Naturally, with a headache like this, it was a very bad time for Jenny to get a ring at her head phone. But that's exactly what she got.

"Aww, man!" She groaned again, "Hello?"

"Hi Jenny, it's me." Came Steve's voice.

"Steve? You're alive! Where are you? Where's Shadow Swarm?" Jenny asked.

"You'll find out momentarily," came the reply, "Just do me a favor, won't you?"

"What?" Jenny asked, somewhat alarmed by Steve's grave tone.

"Tell your mom I'm sorry. I never properly apologized" Steve said.

"Sorry about what?" Jenny pressed.

But the only response that Jenny received was a bright, blue flash that lit up the night sky and drowned out the stars. Jenny squinted as she looked up. The light faded after a few seconds and was followed soon afterward by a long, low rumble, like thunder.

End of Chapter Nine


End file.
